Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On November 25, 2008, American International Group, Inc. (AIG) entered into a Master Investment
and Credit Agreement (the Agreement) with the Federal Reserve Bank of New York (the NY Fed),
Maiden Lane III LLC (ML III), and The Bank of New York Mellon, to establish financing
arrangements, through ML III, to fund the purchase of multi-sector
collateralized debt obligations (Multi-Sector CDOs)
underlying or related to credit default swaps and similar derivative instruments (CDS) written by
AIG Financial Products Corp. (AIGFP) in connection with
the termination of such CDS.

Pursuant to the Agreement, the NY Fed, as senior lender, has made available to ML III a term loan
facility (the Senior Loan) in an aggregate amount up to
approximately $30.0 billion. The Senior
Loan bears interest at one-month LIBOR plus 1.00 percent and has a six-year expected term, subject
to extension by the NY Fed at its sole discretion.

AIG has
contributed $5.0 billion for an equity interest in ML III. The equity
interest will accrue distributions at a rate per annum equal to
one-month LIBOR plus 3.00 percent. Accrued but unpaid distributions on
the equity interest will be compounded monthly. AIGs rights to payment from ML III are fully
subordinated and junior in right of payment to all principal of, and
interest on, the Senior Loan. The creditors of ML III will not have
recourse to AIG for ML IIIs obligations, although AIG will be
exposed to losses on the portfolio of Multi-Sector CDOs held by ML
III up to the full amount of AIGs equity interest in ML III.

Upon payment in full of the Senior Loan and AIGs equity interest in ML III, all remaining amounts
received by ML III will be paid 67 percent to the NY Fed as contingent interest and 33 percent to
AIG as contingent distributions on its equity interest.

The NY Fed
is the controlling party and managing member of ML III under the transaction documents for so long as the NY Fed is
owed any amounts under the transaction documents, and AIG will not
have any control rights over ML III or under the transaction
documents.

AIGFP, ML III and the NY Fed have entered into
agreements with AIGFPs CDS counterparties to
terminate approximately $53.5 billion notional amount of CDS and purchase the related Multi-Sector CDOs. Of
these, CDOs with a principal amount of approximately $46.1 billion
settled on November 25, 2008 and a corresponding notional amount
of CDS were terminated.
Settlement on the remaining $7.4 billion notional amount of CDS is
contingent upon the ability of the related counterparty to obtain the related Multi-Sector CDOs and
thereby settle with ML III and terminate such CDS with AIGFP. Pending such settlement, which
AIG expects to occur by year-end, the collateral posting provisions
relating to these CDS have been suspended such that additional collateral will not be required of
AIGFP nor will posted collateral be returned to AIGFP. If a given counterparty is ultimately unable to obtain the related Multi-Sector
CDOs, the related CDS will not terminate and the relevant collateral posting provisions will
resume. In such a case, AIG will continue to bear market risk and the
risk of adverse changes in collateral posting requirements relating
to these CDS that do not terminate and could incur additional unrealized market valuation
losses.

With
respect to the approximately $11.2 billion of exposure to
Multi-Sector CDOs as to which AIGFP, ML III and the NY Fed
have not executed agreements, AIG and the NY Fed are working to
structure the termination of the related CDS and/or the purchase by
ML III of the
related Multi-Sector CDOs. Unless this exposure is
terminated, AIG will continue to bear market risk and the risk of
adverse changes in collateral posting
requirements relating to these CDS and could incur additional
unrealized market valuation losses with respect to these CDS.

On
November 25, 2008, ML III bought approximately $46.1 billion in par
amount of Multi-Sector CDOs through a net payment to CDS counterparties of approximately
$20.1 billion, and AIGFP terminated the related CDS with the
same notional amount. The aggregate cost of the purchases and
terminations was funded through approximately $15.1 billion of borrowings under the Senior Loan, the surrender by AIGFP
of approximately $25.9 billion of collateral previously posted by AIGFP
to CDS counterparties in respect of the terminated CDS and
AIGs equity investment in ML III of $5.0 billion.

AIGFP has entered into a Shortfall Agreement, dated November 25, 2008 (the Shortfall Agreement),
with ML III relating to the approximately $53.5 billion of
Multi-Sector CDO exposure covered by agreements with CDS
counterparties under which (i) AIGFP must make a payment to ML
III to the extent the excess of the notional amount of the CDS being
terminated over the market value
as of October 31, 2008
of
the related Multi-Sector CDOs is greater than the collateral previously posted by
AIGFP with respect to such CDS, and (ii) ML III must
make a payment to AIGFP to the extent the amount of such posted
collateral exceeds such excess. AIGFP
was not required to
make any payments under the Shortfall Agreement with
respect to ML IIIs initial purchase of the
approximately $46.1 billion of Multi-Sector CDOs.

The summary of the terms of the Agreement and the Shortfall Agreement are qualified in their
entirety by reference to the terms of the Agreement and the Shortfall Agreement, which are filed as
exhibits 10.1 and 10.2 to this Form 8-K and incorporated by reference into this Item 1.01.